Oslo, 20 September 2023
Reference is made to the announcement dated 20 September 2023 regarding the completion of the offer by Unifon Holding AS (the "Offeror") for all shares in Nortel AS (the "Company") (the "Offer").
The board of directors of the Offeror has resolved to carry out a compulsory acquisition of all remaining shares in the Company (the "Minority Shares"), with immediate effect, pursuant to section 4-26 of the Norwegian Private Limited Liability Companies Act.
The redemption price for each Minority Share offered in the compulsory acquisition will be NOK 27.50 per Minority Share, which corresponds to the offer price pursuant to the Offer. The full redemption amount has been placed in a separate bank account with DNB Bank ASA, in accordance with the procedure set out in section 4-26 of the Norwegian Private Limited Liability Companies Act.
The rights and ownership of the Minority Shares is as of the date hereof automatically transferred to the Offeror, pursuant to section 4-26 of the Norwegian Private Limited Liability Companies Act. Accordingly, the Offeror is as of the date hereof the Company's sole shareholder, holding 100% of the share capital and voting rights in the Company.
Any objections to, or rejection of, the offered redemption price must be made no later than on 25 November 2023. Former shareholders of the Company who do not object to, or reject, the offered redemption price within this deadline, will be deemed to have accepted the redemption price. A letter regarding the compulsory acquisition will be sent to all former shareholders of the Company with known address and whose shares have been acquired by way of the compulsory acquisition. In addition, the compulsory acquisition will be announced in the electronic gazette of the Norwegian Register of Business Enterprises.
Following the compulsory acquisition, the Offeror will pursue a delisting of the shares in the Company from Euronext Growth Oslo. A separate stock exchange announcement will be published regarding such delisting.